1. General
The below terms apply to every order. Changes to these terms and conditions, assurances and ancillary agreements are only binding for H. Sigrist & Partner AG (hereinafter referred to as S&P) if they have been confirmed by S&P in writing. By placing an order, the customer accepts S&P’s terms and conditions.
2. Offers
All offers and quotations by S&P are non-binding and without obligation.
3. Prices and payments
The sales prices valid on the day of delivery or, in the case of repairs, the estimate at the time the order is executed shall apply. S&P reserves the right to adjust the price and change the discount rates due to changes in market conditions. Payment shall be affected by arrangement or according to the conditions printed on the invoice. If the payment deadline is exceeded, we reserve the right to charge costs and interest on arrears.
4. Technical advice and data
Any technical advice offered or given in connection with the use of the goods is a free courtesy to the buyer, and S&P has no responsibility and assumes no liability whatsoever for the content or application of such advice. The buyer may not use, reproduce or disclose any technical data provided or disclosed in S&P without the prior written consent of the seller. This does not apply to the assembly and installation, operation and maintenance of the goods purchased by the buyer. Information and statements about RoHS and REACH compatibility are based exclusively on the information provided by the manufacturer.
5. Delivery, postage, packaging
The consignments are dispatched for the account of the recipient; transport insurance is charged separately. Depending on the size and weight of the packaging, shipping is made by mail, truck or train. Postage, transport and packaging charges will be charged to the buyer pro rata. Express fees will be charged additionally. The minimum order value per invoice is CHF 50. For goods deliveries below this value, a small-volume surcharge of CHF 20 will be charged. Partial deliveries shall be allowed. The specified delivery dates shall be subject to delays caused by unforeseen circumstances. In particular, force majeure, war, strike, cessation of operations, production restrictions, damage to production facilities, non-delivery or delivery delay of a supplier, measures or orders of authorities and similar unforeseen events shall release S&P from the performance of concluded contracts within the agreed delivery period. Missed deadlines give the buyer no right to withdraw from the contract or to claim damages. S&P shall be entitled to withdraw from the contract if, up until the date of delivery, a deterioration in the buyer’s financial situation has occurred, which does not give rise to expectations of a timely or complete fulfilment of its payment obligation under the circumstances that have become known to S&P.
6. Provisions for installations of machinery and equipment
The buyer shall be solely responsible for all on-site installations and connections (e.g. of water, compressed air, electricity, etc.), which are necessary for the operation of the products supplied by us. Unless explicitly stated in the purchase contract, the installation or set up of the products supplied by us as well as their commissioning or the supervision of commissioning is not included in the scope of contract. If an installation is contractually agreed upon, it is the buyer’s responsibility to inform us in good time about the prevailing on-site conditions such as physical conditions, installation options, opening hours and working hours, access options, etc. The buyer shall ensure that the installation work can be performed during normal working hours. If additional costs arise due to temporal interruptions or delays, which are not attributable to us, the buyer will be charged for them.
7. Assembly and installation
The buyer is solely responsible for the assembly, installation and operation of the goods sold herewith, including, and without limitation, obtaining all permits, licenses or certificates required for the assembly, installation, operation and distribution of such goods.
8. Software
The computer software, which may be supplied to the buyer by S&P, is provided under a separate license agreement or other regulations by the software owner or by third parties to the buyer directly under a license. The buyer confirms the receipt of a separate contract in which the license for the software supplied to the buyer is granted. The buyer acknowledges that S&P does not represent a party to such a license through the provision of software. The buyer agrees to contact the licensor directly for any claims arising due to maintenance or support, or for any infringement or warranty in connection with any software provided under this policy.
Any special work or changes to the product or its installation, if not expressly mentioned in the contract, shall be invoiced separately and executed only if we are prepared to do so and this is technically feasible in production.
10. Notices of defects and objections
Notices of defects of an external nature shall only be considered within eight days after receipt of our shipment. Complaints due to incomplete or incorrect deliveries must be notified in writing within eight days of receipt of the shipment.
11. Warranty, guarantee
The warranty is 12 months. For merchandise, S&P warrants the promised properties provided by its suppliers with regard to the information and recommendations contained in the most recent edition of the S&P catalogue, or the S&P brochures. If the delivered products are afflicted with manufacturing or material defects that more than insignificantly affect the value or usability, S&P shall, at its discretion, remedy the defect by repair or replacement. The buyer shall not be entitled to repudiation or reduction. If S&P gives an opinion on design and/or assembly, S&P uses the information provided by the client or trading partner. S&P’s information is based on theoretical considerations and calculations or on test and measurement results that have been compiled in the S&P testing workshop, in practice or at suppliers. No warranty can be accepted in respect of damages which result from the following: Unsuitable or improper use, incorrect installation or start-up by the ordering party or third parties, natural wear and tear, faulty or negligent handling, improper handling or external use of force.
12. Exchange/return
Exchange and return of goods are only possible after prior agreement with S&P. The resulting transport and packaging costs shall be borne by the customer. The goods must be in a resaleable condition and in complete packaging units and comply with the latest technical standards. S&P reserves the right to charge the customer for any costs for inspection, cleaning and restocking. In any case, however, the customer shall be credited a maximum of 50% of the invoiced value as a product credit.
13. Retention of title
The delivered goods remain the property of S&P until full payment of the purchase price. The buyer is only entitled to resell the goods under retention of title in the ordinary course of business. Preventive transference and preventive sale of the goods under retention of title is not permitted. The buyer shall reimburse S&P for the costs incurred by S&P in asserting its claims.
14. Liability
With regard to the assurance of properties, S&P shall only be liable if S&P has expressly warranted certain properties. All claims for damages for direct and indirect consequential damages are expressly excluded, unless it can be demonstrated that S&P is liable through intent or gross negligence. With regard to third-party products supplied by S&P, S&P shall only be liable to the extent that sub-suppliers of S&P assume and fulfil the warranty for their products vis-à-vis S&P.
15. Industrial property rights, tools, confidentiality
We reserve ownership and all industrial property rights and copyrights to forms, samples, illustrations, technical documents, quotations or offers provided by S&P to customers, suppliers or third-party companies. The customer or supplier may only use these in the manner agreed with H. Sigrist & Partner AG. Without our written consent, the contractual objects may not be produced by customers, suppliers or third-party companies, nor copied by other manufacturers.
If we supply products based on drawings, models and samples provided by the customer, our customer shall be liable for the fact that their production and delivery must not violate industrial property rights and other rights of third parties. In case of infringement, it shall be directly liable for all resulting damages. The customer shall keep confidential from third parties the knowledge acquired through the business relationship with us which is not in the public domain.
16. Patents, infringements
S&P makes no representation that goods sold to the buyer are free from legitimate claims of third parties due to violation or infringement of a patent or trademark or similar, and it disclaims all warranties and liability in the event of infringement in connection with the goods. The buyer acknowledges this liability disclaimer. Rather, the buyer must ensure that the products it distributes in the respective countries do not violate the rights of third parties. The buyer agrees, in case of a claim due to an infringement, to only approach the manufacturer or licensor of the goods. In addition, the buyer agrees to protect, defend and indemnify S&P against sums, costs, expenses and attorney’s fees incurred or that must be paid by S&P vis-à-vis the seller as a result of a claim, cause of action or judgment, arising from the use, alteration or improvement of the goods purchased by the buyer, unless such use, alteration or improvement has been approved in writing by the manufacturers or licensors of the goods.
17. Place of performance and applicable law
Place of performance and place of jurisdiction for delivery and payment is Matzingen TG. Swiss law shall apply.
P. Bienwald
Company Management